UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 3, 2003
(Date of Earliest Event Reported: March 31, 2003)
EL PASO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-14365 76-0568816
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 420-2600
Item 7. Financial Statements, ProForma Financial Information and
Exhibits
--------------------------------------------------------
(c) Exhibits.
Exhibit
Number Description
------- -----------
99.1 Press Release dated March 31, 2003.
99.2 Slide Presentation dated March 31,
2003.
99.3 Fourth Quarter 2002 Operating
Statistics.
99.4 Transcript from Conference Call on
March 31, 2003.
Item 9. Regulation FD Disclosure
-------------------------
This amendment on Form 8-K/A is filed to provide additional
information and exhibits relating to our fourth quarter and full
year 2002 results.
On March 31, 2003, we announced our fourth quarter and full year
2002 results. A copy of our press release is attached as Exhibit
99.1. A copy of our slide presentation used in connection with our
conference call is attached as Exhibit 99.2. A copy of our
operating statistics for fourth quarter 2002 posted on our website
is attached as Exhibit 99.3. A copy of the transcript from our
conference call on March 31, 2003 is attached as Exhibit 99.4.
Each of the exhibits is incorporated herein by reference. The
attached exhibits are not filed, but are furnished to comply with
Item 9 and Item 12 of Form 8-K.
We use the non-GAAP financial measure "earnings before interest and
income taxes" or "EBIT" to assess the operating results and
effectiveness of our company and our business segments. We define
EBIT as operating income (or loss), adjusted for earnings (or
losses) from unconsolidated affiliates, capitalized returns on
equity and other miscellaneous non-operating items. Items that are
not included in this measure are financing costs, including
interest and debt expense, income taxes, discontinued operations,
extraordinary items and the cumulative effect of accounting
changes.
We believe EBIT is a useful measurement for investors because it
provides information that can be used to evaluate the effectiveness
of our businesses and investments from an operational perspective,
exclusive of the costs to finance those activities and exclusive of
income taxes, neither of which are directly relevant to the
efficiency of those operations.
Also, in the attached Exhibits, we use the following non-GAAP
financial measures to analyze the ongoing operating results of our
company and business segments and to monitor, assess and identify
meaningful trends in our operating and financial performance:
* "pro forma earnings before interest and income taxes" or "pro
forma EBIT";
* "pro forma net income (loss)"; and
* "pro forma earnings (loss) per share".
These measures reflect adjustments to EBIT, GAAP net income (loss)
and GAAP earnings (loss) per share, respectfully, for non-recurring
items specified in the Exhibits that management believes are
unusual due to their nature or infrequency.
We believe pro forma EBIT, pro forma net income and pro forma
earnings per share measurements are useful to investors because
they reflect adjustments for items that are unusual due to their
nature or infrequency, thereby permitting a meaningful comparison
of our financial and operating performance between the periods and
providing important information regarding performance trends.
We believe that the non-GAAP financial measures described above are
also useful to investors because these measurements are used by
many companies in our industry as a measurement of operating and
financial performance and are commonly employed by financial
analysts and others to evaluate the operating and financial
performance of our company and business segments and to compare the
operating and financial performance of our company and business
segments with the performance of other companies within our
industry
These non-GAAP financial measures may not be comparable to
similarly titled measurements used by other companies and should
not be used as a substitute for net income, earnings per share or
other GAAP operating measurements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
EL PASO CORPORATION
By: /s/ D. Dwight Scott
------------------------
D. Dwight Scott
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Dated: April 3, 2003
EXHIBIT INDEX
Exhibit
Number Description
------- ------------
99.1 Press Release dated March 31, 2003.
99.2 Slide Presentation dated March 31, 2003.
99.3 Fourth Quarter 2002 Operating Statistics.
99.4 Transcript from Conference Call on March
31, 2003.